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EXHIBIT 4.10
EXECUTION COPY
GUARANTY
THIS GUARANTY (as the same may be amended, restated, supplemented or
otherwise modified from time to time, this "GUARANTY") is made as of March 21,
2003, by each of United Stationers Inc., a Delaware corporation (the "Parent"),
Azerty Incorporated, a Delaware corporation, Lagasse, Inc., a Louisiana
corporation, United Stationers Financial Services LLC, an Illinois limited
liability company and United Stationers Technology Services LLC, an Illinois
limited liability company (each an "INITIAL GUARANTOR", and together with any
additional Domestic Subsidiaries which become parties to this Guaranty by
executing a Supplement hereto in the form attached hereto as ANNEX I, the
"GUARANTORS"), in favor of Bank One, NA (Main Office Chicago), as Administrative
Agent (the "AGENT") for the benefit of the Holders of Secured Obligations under
the below-described Credit Agreement. Each capitalized term used herein and not
defined herein shall have the meaning ascribed thereto in the Credit Agreement.
WITNESSETH:
WHEREAS, United Stationers Supply Co., an Illinois corporation (the
"BORROWER"), has entered into that certain Five-Year Revolving Credit Agreement,
dated as of March 21, 2003 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT"), by and among
the Borrower, the Parent, the financial institutions from time to time parties
thereto as lenders (the "LENDERS"), and the Agent, which Credit Agreement
provides, subject to the terms and conditions thereof, for extensions of credit
and other financial accommodations by the Lenders to the Borrower;
WHEREAS, it is a condition precedent to the extensions of credit by the
Lenders under the Credit Agreement that each of the Guarantors (constituting all
of the Domestic Subsidiaries of the Borrower required to execute this Guaranty
pursuant to SECTION 6.25 of the Credit Agreement) execute and deliver this
Guaranty, whereby each of the Guarantors, without limitation and with full
recourse, shall guarantee the payment when due of all Secured Obligations,
including, without limitation, all principal, interest, letter of credit
reimbursement obligations and other amounts that shall be at any time payable by
the Borrower under the Credit Agreement or the other Loan Documents; and
WHEREAS, in consideration of the direct and indirect financial and other
support that the Borrower has provided, and such direct and indirect financial
and other support as the Borrower may in the future provide, to the Guarantors,
and in order to induce the Lenders and the Agent to enter into the Credit
Agreement, each of the Guarantors is willing to guarantee the Secured
Obligations under the Credit Agreement and the other Loan Documents;
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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SECTION 1. REPRESENTATIONS, WARRANTIES AND COVENANTS. In order to induce
the Agent and the Lenders to enter into the Credit Agreement and to make the
Loans and the other financial accommodations to the Borrower and to issue the
Facility LCs described in the Credit Agreement, each of the Guarantors
represents and warrants to each Lender and the Agent as of the date of this
Agreement, giving effect to the consummation of the transactions contemplated by
the Loan Documents on the Closing Date, and thereafter on each date as required
by Section 4.2 of the Credit Agreement that:
(a) It (i) is a corporation, partnership or limited liability company duly
incorporated or organized, as the case may be, validly existing and (to the
extent such concept applies to such entity) in good standing under the laws of
its jurisdiction of incorporation or organization, (ii) has all requisite
corporate, partnership or limited liability company power and authority, as the
case may be, to own, operate and encumber its Property and (iii) is qualified to
do business and is in good standing (to the extent such concept applies to such
entity) in all jurisdictions where the nature of the business conducted by it
makes such qualification necessary and where failure to so qualify would
reasonably be expected to have a Material Adverse Effect.
(b) It has the requisite corporate, limited liability company or
partnership, as applicable, power and authority and legal right to execute and
deliver this Guaranty and to perform its obligations hereunder. The execution
and delivery by it of this Guaranty and the performance by each of its
obligations hereunder have been duly authorized by corporate, limited liability
company or partnership, as applicable, proceedings, and this Guaranty
constitutes a legal, valid and binding obligation of each Guarantor, enforceable
against such Guarantor, in accordance with its terms, except as enforceability
may be limited by (i) bankruptcy, insolvency, fraudulent conveyances,
reorganization or similar laws relating to or affecting the enforcement of
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law), and (iii) requirements of
reasonableness, good faith and fair dealing.
(c) Neither the execution and delivery by it of this Guaranty, nor the
consummation by it of the transactions herein contemplated, nor compliance by it
with the terms and provisions hereof, will (i) conflict with the charter or
other organizational documents of such Guarantor, (ii) conflict with, result in
a breach of or constitute (with or without notice or lapse of time or both) a
default under any applicable law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on such Guarantor or any provisions of any
indenture, material instrument or material agreement to which such Guarantor is
party or is subject or which it or its Property is bound or affected, or (iii)
result in or require the creation or imposition of any Lien whatsoever upon any
of the property or assets of such Guarantor, other than Liens permitted or
created by the Loan Documents. Except as set forth in Section 5.3 of the Credit
Agreement, the execution, delivery and performance by the Guarantors of each of
the Loan Documents to which such Guarantor is a party do not require any
registration with, consent or approval of, or notice to, or other action to,
with or by any governmental authority, including under any environmental
property transfer laws or regulations, except for those the failure to make or
obtain would not reasonably be expected to have a Material Adverse Effect.
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(d) It has no Indebtedness other than Indebtedness permitted under
Section 6.14 of the Credit Agreement.
In addition to the foregoing, each of the Guarantors covenants that until
the non-contingent Secured Obligations have been Paid in Full (as defined
below), it will, and, if necessary, will enable the Borrower to, fully comply
with those covenants and agreements of the Borrower applicable to such Guarantor
set forth in the Credit Agreement.
SECTION 2. THE GUARANTY. Each of the Guarantors hereby unconditionally
guarantees, jointly and severally with the other Guarantors, the full and
punctual payment and performance when due (whether at stated maturity, upon
acceleration or otherwise) of the Secured Obligations, including, without
limitation, (i) the principal of and interest on each Advance made to the
Borrower pursuant to the Credit Agreement, (ii) any Reimbursement Obligations of
the Borrower or the performance by it of such Reimbursement Obligations, (iii)
all other amounts payable by the Borrower under the Credit Agreement and the
other Loan Documents, including, without limitation, all Rate Management
Obligations constituting Secured Obligations, and (iv) the punctual and faithful
performance, keeping, observance, and fulfillment by the Borrower of all of the
agreements, conditions, covenants, and obligations of the Borrower contained in
the Loan Documents (all of the foregoing being referred to collectively as the
"GUARANTEED OBLIGATIONS"). Upon (x) the failure by the Borrower, or any of its
Affiliates, as applicable, to pay punctually any such amount or perform such
obligation, and (y) such failure continuing beyond any applicable grace or
notice and cure period, each of the Guarantors agrees that it shall forthwith on
demand pay such amount or perform such obligation at the place and in the manner
specified in the Credit Agreement or the relevant Loan Document, as the case may
be. Each of the Guarantors hereby agrees that this Guaranty is an absolute,
irrevocable and unconditional guaranty of payment and is not a guaranty of
collection.
SECTION 3. GUARANTY UNCONDITIONAL. The obligations of each of the
Guarantors hereunder shall be unconditional and absolute and, without limiting
the generality of the foregoing, shall not be released, discharged or otherwise
affected by:
(i) any extension, renewal, settlement, indulgence, compromise,
waiver or release of or with respect to the Guaranteed Obligations or any
part thereof or any agreement relating thereto, or with respect to any
obligation of any other guarantor of any of the Guaranteed Obligations,
whether (in any such case) by operation of law or otherwise, or any failure
or omission to enforce any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating
thereto, or with respect to any obligation of any other guarantor of any of
the Guaranteed Obligations;
(ii) any modification or amendment of or supplement to the Credit
Agreement, any agreement evidencing Rate Management Obligations or any
other Loan Document, including, without limitation, any such amendment
which may increase the amount of, or the interest rates applicable to, any
of the Guaranteed Obligations guaranteed hereby;
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(iii) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any
collateral securing the Guaranteed Obligations or any part thereof, any
other guaranties with respect to the Guaranteed Obligations or any part
thereof, or any other obligation of any person or entity with respect to
the Guaranteed Obligations or any part thereof, or any nonperfection or
invalidity of any direct or indirect security for the Guaranteed
Obligations;
(iv) any change in the corporate, partnership or other existence,
structure or ownership of the Borrower or any other guarantor of any of the
Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Borrower or any other guarantor of
the Guaranteed Obligations, or any of their respective assets or any
resulting release or discharge of any obligation of the Borrower or any
other guarantor of any of the Guaranteed Obligations;
(v) the existence of any claim, setoff or other rights which the
Guarantors may have at any time against the Borrower, any other guarantor
of any of the Guaranteed Obligations, the Agent, any Holder of Secured
Obligations or any other Person, whether in connection herewith or in
connection with any unrelated transactions, PROVIDED that nothing herein
shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim;
(vi) the enforceability or validity of the Guaranteed Obligations or
any part thereof or the genuineness, enforceability or validity of any
agreement relating thereto or with respect to any collateral securing the
Guaranteed Obligations or any part thereof, or any other invalidity or
unenforceability relating to or against the Borrower or any other guarantor
of any of the Guaranteed Obligations, for any reason related to the Credit
Agreement, any agreement evidencing a Rate Management Transaction or any
other Loan Document, or any provision of applicable law or regulation
purporting to prohibit the payment by the Borrower or any other guarantor
of the Guaranteed Obligations, of any of the Guaranteed Obligations;
(vii) the failure of the Agent to take any steps to perfect and
maintain any security interest in, or to preserve any rights to, any
security or collateral for the Guaranteed Obligations, if any;
(viii) the election by, or on behalf of, any one or more of the
Holders of Secured Obligations, in any proceeding instituted under
Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.)
(the "BANKRUPTCY CODE"), of the application of Section 1111(b)(2) of the
Bankruptcy Code;
(ix) any borrowing or grant of a security interest by the Borrower,
as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(x) the disallowance, under Section 502 of the Bankruptcy Code, of
all or any portion of the claims of the Holders of Secured Obligations or
the Agent for repayment of all or any part of the Guaranteed Obligations;
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(xi) the failure of any other guarantor to sign or become party to
this Guaranty or any amendment, change, or reaffirmation hereof; or
(xii) any other act or omission to act or delay of any kind by the
Borrower, any other guarantor of the Guaranteed Obligations, the Agent, any
Holder of Secured Obligations or any other Person or any other circumstance
whatsoever which might, but for the provisions of this SECTION 3,
constitute a legal or equitable discharge of any Guarantor's obligations
hereunder (other than Payment in Full).
SECTION 4. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. Each of the Guarantors' obligations hereunder shall remain in
full force and effect until all non-contingent Guaranteed Obligations shall have
been paid in full in cash and the Commitments and all Facility LCs issued under
the Credit Agreement shall have terminated or expired or, in the case of all
Facility LCs, are fully collateralized on the terms set forth in the Credit
Agreement (collectively, "Payment in Full" (and the term "Paid in Full" shall
have a correlative meaning)). If at any time any payment of the principal of or
interest on any Advance or Reimbursement Obligation or any other amount payable
by the Borrower or any other party under the Credit Agreement, any agreement
evidencing a Rate Management Transaction or any other Loan Document is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, each of the Guarantors' obligations
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.
SECTION 5. GENERAL WAIVERS; ADDITIONAL WAIVERS.
(A) GENERAL WAIVERS. Each of the Guarantors irrevocably waives acceptance
hereof, presentment, demand or action on delinquency, protest, the benefit of
any statutes of limitations and, to the fullest extent permitted by law, any
notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against the Borrower, any other guarantor of the
Guaranteed Obligations, or any other Person.
(B) ADDITIONAL WAIVERS. Notwithstanding anything herein to the contrary,
each of the Guarantors hereby absolutely, unconditionally, knowingly, and
expressly waives:
(i) any right it may have to revoke this Guaranty as to future
indebtedness or notice of acceptance hereof;
(ii) (1) notice of acceptance hereof; (2) notice of any loans or
other financial accommodations made or extended under the Loan Documents or
the creation or existence of any Guaranteed Obligations; (3) notice of the
amount of the Guaranteed Obligations, subject, however, to each Guarantor's
right to make inquiry of Agent and Holders of Secured Obligations to
ascertain the amount of the Guaranteed Obligations at any reasonable time;
(4) notice of any adverse change in the financial condition of the Borrower
or of any other fact that might increase such Guarantor's risk hereunder;
(5) notice of presentment for payment, demand, protest, and notice thereof
as to any instruments among the Loan Documents; (6) notice of any Unmatured
Default or Default;
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and (7) all other notices (except if such notice is specifically required
to be given to such Guarantor hereunder or under the Loan Documents) and
demands to which each Guarantor might otherwise be entitled;
(iii) its right, if any, to require the Agent and the other Holders
of Secured Obligations to institute suit against, or to exhaust any rights
and remedies which the Agent and the other Holders of Secured Obligations
has or may have against, the other Guarantors or any third party, or
against any Collateral provided by the other Guarantors, or any third
party; and each Guarantor further waives any defense arising by reason of
any disability or other defense (other than the defense that the Guaranteed
Obligations have been Paid in Full) of the other Guarantors or by reason of
the cessation from any cause whatsoever of the liability of the other
Guarantors in respect thereof;
(iv) (a) any rights to assert against the Agent and the other
Holders of Secured Obligations any defense (legal or equitable), set-off,
counterclaim, or claim which such Guarantor may now or at any time
hereafter have against the other Guarantors or any other party liable to
the Agent and the other Holders of Secured Obligations in respect of the
Obligations (other than Payment in Full of the Guaranteed Obligations); (b)
any defense, set-off, counterclaim, or claim, of any kind or nature,
arising directly or indirectly from the present or future lack of
perfection, sufficiency, validity, or enforceability of the Guaranteed
Obligations or any security therefor; (c) any defense such Guarantor has to
performance hereunder, and any right such Guarantor has to be exonerated,
arising by reason of: the impairment or suspension of the Agent's and the
other Holders of Secured Obligations' rights or remedies against the other
Guarantors; the alteration by the Agent and the other Holders of Secured
Obligations of the Guaranteed Obligations; any discharge of the other
Guarantors' obligations to the Agent and the other Holders of Secured
Obligations by operation of law as a result of the Agent's and the other
Holders of Secured Obligations' intervention or omission; or the acceptance
by the Agent and the other Holders of Secured Obligations of anything in
partial satisfaction of the Guaranteed Obligations; and (d) the benefit of
any statute of limitations affecting such Guarantor's liability hereunder
or the enforcement thereof, and any act which shall defer or delay the
operation of any statute of limitations applicable to the Guaranteed
Obligations shall similarly operate to defer or delay the operation of such
statute of limitations applicable to such Guarantor's liability hereunder;
and
(v) any defense arising by reason of or deriving from (a) any claim
or defense based upon an election of remedies by the Agent and the other
Holders of Secured Obligations; or (b) any election by the Agent and the
other Holders of Secured Obligations under Section 1111(b) of the
Bankruptcy Code, to limit the amount of, or any collateral securing, its
claim against the Guarantors:
SECTION 6. SUBORDINATION OF SUBROGATION. Until the Guaranteed Obligations
have been Paid in Full the Guarantors (i) shall have no right of subrogation
with respect to such Guaranteed Obligations and (ii) waive any right to enforce
any remedy which the LC Issuer, Holders of Secured Obligations or the Agent now
have or may hereafter have against the Borrower, any endorser or any guarantor
of all or any part of the Secured Obligations or any
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other Person, and until such time the Guarantors waive any benefit of, and any
right to participate in, any security or collateral given to the Holders of
Secured Obligations and the Agent to secure the payment or performance of all or
any part of the Guaranteed Obligations or any other liability of the Borrower to
the Holders of Secured Obligations. Should any Guarantor have the right,
notwithstanding the foregoing, to exercise its subrogation rights, each
Guarantor hereby expressly and irrevocably (A) subordinates any and all rights
at law or in equity to subrogation, reimbursement, exoneration, contribution,
indemnification or set off that the Guarantor may have until the Guaranteed
Obligations are Paid in Full and (B) waives any and all defenses available to a
surety, guarantor or accommodation co-obligor until the Guaranteed Obligations
are Paid in Full. Each Guarantor acknowledges and agrees that this subordination
is intended to benefit the Agent and the Holders of Secured Obligations and
shall not limit or otherwise affect such Guarantor's liability hereunder or the
enforceability of this Guaranty, and that the Agent, the Holders of Secured
Obligations and their respective successors and assigns are intended third party
beneficiaries of the waivers and agreements set forth in this SECTION 6.
SECTION 7. CONTRIBUTION WITH RESPECT TO GUARANTEED OBLIGATIONS.
(a) To the extent that any Guarantor shall make a payment under this
Guaranty (a "GUARANTOR PAYMENT") which, taking into account all other Guarantor
Payments then previously or concurrently made by any other Guarantor, exceeds
the amount which otherwise would have been paid by or attributable to such
Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations
satisfied by such Guarantor Payment in the same proportion as such Guarantor's
"Allocable Amount" (as defined below) (as determined immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Guarantors as determined immediately prior to the making of such Guarantor
Payment, THEN, following Payment in Full of the Guaranteed Obligations, such
Guarantor shall be entitled to receive contribution and indemnification payments
from, and be reimbursed by, each other Guarantor for the amount of such excess,
PRO RATA based upon their respective Allocable Amounts in effect immediately
prior to such Guarantor Payment.
(b) As of any date of determination, the "Allocable Amount" of any
Guarantor shall be equal to the maximum amount of the claim which could then be
recovered from such Guarantor under this Guaranty without rendering such claim
voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or
under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.
(c) This SECTION 7 is intended only to define the relative rights of the
Guarantors, and nothing set forth in this SECTION 7 is intended to or shall
impair the obligations of the Guarantors, jointly and severally, to pay any
amounts as and when the same shall become due and payable in accordance with the
terms of this Guaranty.
(d) The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Guarantor or Guarantors
to which such contribution and indemnification is owing.
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SECTION 8. STAY OF ACCELERATION. If acceleration of the time for payment
of any amount payable by the Borrower under the Credit Agreement, any
counterparty to any agreement evidencing a Rate Management Transaction or any
other Loan Document is stayed upon the insolvency, bankruptcy or reorganization
of the Borrower or such counterparty, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement, any agreement evidencing a
Rate Management Transaction or any other Loan Document shall nonetheless be
payable by each of the Guarantors hereunder forthwith on demand by the Agent.
SECTION 9. NOTICES. All notices, requests and other communications to any
party hereunder shall be given in the manner prescribed in ARTICLE XIII of the
Credit Agreement with respect to the Agent at its notice address therein and,
with respect to any Guarantor, in the care of the Borrower at the address of the
Borrower set forth in the Credit Agreement, or such other address or telecopy
number as such party may hereafter specify for such purpose by notice to the
Agent in accordance with the provisions of such ARTICLE XIII.
SECTION 10. NO WAIVERS. No failure or delay by the Agent or any Holders of
Secured Obligations in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in this Guaranty,
the Credit Agreement, any agreement evidencing a Rate Management Transaction and
the other Loan Documents shall be cumulative and not exclusive of any rights or
remedies provided by law.
SECTION 11. SUCCESSORS AND ASSIGNS. This Guaranty is for the benefit of the
Agent and the Holders of Secured Obligations and their respective successors and
permitted assigns, PROVIDED, that (i) no Guarantor shall have any right to
assign its rights or obligations hereunder (except in connection with a
transaction permitted under the Credit Agreement) without the consent of all of
the Lenders, and any such assignment in violation of this SECTION 11 shall be
null and void; and (ii) in the event of an assignment of any amounts payable
under the Credit Agreement, any agreement evidencing a Rate Management
Transaction or the other Loan Documents in accordance with the respective terms
thereof, the rights hereunder, to the extent applicable to the indebtedness so
assigned, may be transferred with such indebtedness. This Guaranty shall be
binding upon each of the Guarantors and their respective successors and assigns.
SECTION 12. CHANGES IN WRITING. Other than in connection with the addition
of additional Subsidiaries, which become parties hereto by executing a
Supplement hereto in the form attached as ANNEX I, neither this Guaranty nor any
provision hereof may be changed, waived, discharged or terminated orally, but
only in writing signed by each of the Guarantors and the Agent with the consent
of the Required Lenders under the Credit Agreement (or all of the Lenders if
required pursuant to the terms of Section 8.2 of the Credit Agreement).
SECTION 13. CHOICE OF LAW. THIS GUARANTY AND THE LOAN DOCUMENTS (OTHER THAN
THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED
BY AND CONSTRUED IN
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ACCORDANCE WITH THE INTERNAL LAWS, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS, OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
SECTION 14. CONSENT TO JURISDICTION; JURY TRIAL.
(A) CONSENT TO JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH GUARANTOR
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO OR ANY HOLDER
OF SECURED OBLIGATIONS IN THE COURTS OF ANY OTHER JURISDICTION; PROVIDED THAT
EACH OF GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN
ANY PROCEEDING BROUGHT BY ANY OF THE AGENT, ANY LC ISSUER, ANY LENDER OR AN
OTHER HOLDER OF SECURED OBLIGATIONS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO
(1) REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR (2) TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF SUCH PERSON.
(B) WAIVER OF JURY TRIAL. EACH GUARANTOR AND THE AGENT HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.
SECTION 15. NO STRICT CONSTRUCTION. The parties hereto have participated
jointly in the negotiation and drafting of this Guaranty. In the event an
ambiguity or question of intent or interpretation arises, this Guaranty shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Guaranty.
SECTION 16. EXPENSES OF ENFORCEMENT, ETC. Subject to the terms of the
Credit Agreement, after the occurrence and during the continuance of a Default
under the Credit Agreement, the Lenders shall have the right at any time to
direct the Agent to commence enforcement proceedings with respect to the
Guaranteed Obligations. The Guarantors agree to reimburse the Agent and the
Holders of Secured Obligations for any out-of-pocket expenses (including outside
attorneys' and paralegals' fees and expenses of outside attorneys and
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paralegals for the Agent and the Holders of Secured Obligations, but only to the
extent such fees and disbursements were incurred by attorneys in a single law
firm (and any replacement or successor firm thereof) selected by the Agent), but
excluding any costs, charges or expenses with respect to taxes and amounts
relating thereto (payment with respect to which shall be governed solely and
exclusively by Section 3.5 of the Credit Agreement), paid or incurred by the
Agent or any Holders of Secured Obligations in connection with the collection
and enforcement of amounts due under the Loan Documents, including without
limitation this Guaranty. The Agent agrees to distribute payments received from
any of the Guarantors hereunder to the Holders of Secured Obligations on a pro
rata basis for application in accordance with the terms of the Credit Agreement.
SECTION 17. SETOFF. In addition to, and without limitation of, any rights
of the Agent and the Holders of Secured Obligations under applicable law, if any
Default occurs and continues, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of any Guarantor may
be offset and applied toward the payment of the Guaranteed Obligations owing to
such Holder of Secured Obligations, whether or not the Secured Obligations, or
any part thereof, shall then be due, and each Holder of Secured Obligations
shall endeavor to give notice of any such set-off to the Borrower, provided that
the failure of any Holder of Secured Obligations to give such notice shall not
in any way limit any Holder of Secured Obligations' rights under this
Section 17.
SECTION 18. FINANCIAL INFORMATION. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of the
Borrower and any and all endorsers and/or other Guarantors of all or any part of
the Guaranteed Obligations, and of all other circumstances bearing upon the risk
of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent
inquiry would reveal, and each Guarantor hereby agrees that none of the Holders
of Secured Obligations or the Agent shall have any duty to advise such Guarantor
of information known to any of them regarding such condition or any such
circumstances. In the event any Holder of Secured Obligations or the Agent, in
its sole discretion, undertakes at any time or from time to time to provide any
such information to a Guarantor, such Holder of Secured Obligations or the Agent
shall be under no obligation (i) to undertake any investigation not a part of
its regular business routine, (ii) to disclose any information which such Holder
of Secured Obligations or the Agent, pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or
(iii) to make any other or future disclosures of such information or any other
information to such Guarantor.
SECTION 19. SEVERABILITY. Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.
SECTION 20. MERGER. This Guaranty represents the final agreement of each of
the Guarantors with respect to the matters contained herein and may not be
contradicted by evidence
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of prior or contemporaneous agreements, or subsequent oral agreements, between
the Guarantor and any Holder of Secured Obligations or the Agent.
SECTION 21. HEADINGS. Section headings in this Guaranty are for convenience
of reference only and shall not govern the interpretation of any provision of
this Guaranty.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each Initial Guarantor has caused this Guaranty to
be duly executed by its authorized officer as of the day and year first above
written.
UNITED STATIONERS INC. AZERTY INCORPORATED
By: By:
--------------------------------- --------------------------------
Name: Brian S. Cooper Name: Brian S. Cooper
Title: Senior Vice President and Treasurer Title: Vice President and Treasurer
LAGASSE, INC. UNITED STATIONERS TECHNOLOGY
SERVICES LLC
By: By:
--------------------------------- --------------------------------
Name: Brian S. Cooper Name: Brian S. Cooper
Title: Vice President and Treasurer Title: Vice President and Treasurer
UNITED STATIONERS FINANCIAL
SERVICES LLC
By:
---------------------------------
Name: Brian S. Cooper
Title: Vice President and Treasurer
Signature Page to United Stationers Guaranty
<Page>
Acknowledged this 21st day of March, 2003
BANK ONE, NA (MAIN OFFICE
CHICAGO), as Agent
By:
----------------------------------
Name: Molly Morawski
Title: Director, Capital Markets
Signature Page to United Stationers Guaranty
<Page>
ANNEX I TO GUARANTY
Reference is hereby made to the Guaranty (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "GUARANTY"),
dated as of March 21, 2003, made by each of United Stationers Inc., a Delaware
corporation (the "Parent"), Azerty Incorporated, a Delaware corporation,
Lagasse, Inc., a Louisiana corporation, United Stationers Financial Services
LLC, an Illinois limited liability company and United Stationers Technology
Services LLC, an Illinois limited liability company (each an "INITIAL
GUARANTOR", and together with any additional Domestic Subsidiaries which become
parties to the Guaranty by executing a Supplement thereto substantially similar
in form and substance hereto, the "GUARANTORS"), in favor of the Agent, for the
ratable benefit of the Holders of Secured Obligations, under the Credit
Agreement. Each capitalized term used herein and not defined herein shall have
the meaning given to it in the Guaranty. By its execution below, the
undersigned, [NAME OF NEW GUARANTOR], a [corporation] [partnership] [limited
liability company], agrees to become, and does hereby become, a Guarantor under
the Guaranty and agrees to be bound by such Guaranty as if originally a party
thereto. By its execution below, the undersigned represents and warrants as to
itself that all of the representations and warranties contained in SECTION 1 of
the Guaranty are true and correct in all respects as of the date hereof.
IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a [corporation] [partnership]
[limited liability company] has executed and delivered this Annex I counterpart
to the Guaranty as of this __________ day of _________, ____.
[NAME OF NEW GUARANTOR]
By:
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Title:
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